Can You Domesticate an Oregon Corporation in Florida?

Relocate, Transfer, Convert, or Domesticate an Oregon Corporation to Florida

Updated: October 8, 2023
Reading Time: 10 Minutes

Objectives:

• Domicile an Oregon C or S Corporation to Florida;
• Keep the same EIN and corporate identity; and
• Enjoy tax benefits provided to Florida residents.

Entities:

• Oregon C Corporations
• Oregon S Corporations

Table of Contents

• What is a Domestication, Conversion, or Transfer?
• Can Oregon C or S Corporations Move to Another State?
• Will This Dissolve My Oregon C or S Corporation?
• Do I Need to Get a New EIN After Domesticating My C or S Corporation to Florida?
• How Can FL Patel Law PLLC Help Domesticate an Oregon Corporation to Florida?
• How Long Will It Take for FL Patel Law PLLC to Domesticate an Oregon C or S Corporation?
• How Much Does it Cost to Domesticate an Oregon Corporation to Florida?
• What Are Some of the Dangers of Domesticating a C or S Corporation Without an Attorney’s Assistance?
• Make Your Domestication More Convenient and Secure with FL Patel Law PLLC
• What Are the Benefits of Domesticating an Oregon C or S Corporation to Florida?
• What Tax Implications Can I Expect if I Domesticate an Oregon Corporation to Florida?
• Should I Hire FL Patel Law PLLC to Domesticate My Oregon C or S Corporation?

Florida offers many advantages to C and S corporations that were originally formed in states like Oregon, such as our lack of a state income tax and the fact that our state is highly supportive of entrepreneurs. Those interested in relocating an Oregon corporation to Florida might be able to do so by using a legal process known as domestication.

Unless you have a background with these types of transitions, attempting to domesticate an Oregon corporation to Florida can be a challenging undertaking that poses many risks to both your company and its owners. The good news is that FL Patel Law PLLC’s experience in this field can be an invaluable asset when it comes to preventing delays and even more serious problems. Our firm has successfully reorganized over 140 businesses into Florida entities, which is why you can trust us to have the knowledge and expertise needed to manage your relocation.

This page will review some of the steps that we take when we domesticate an Oregon corporation to Florida, as well as how working with our firm can save time and money during your company’s move. It also has some important information about the potential legal problems you could encounter during this transition, plus how our legal team can help prevent these problems from becoming a threat to begin with.

Because of all of the different considerations involved, each domestication project has its own specific rules and requirements. Failing to adhere to these rules and requirements can come with major consequences ranging from fines to your corporation’s dissolution. Our firm can help you safely navigate each stage of the process, keep your company in compliance, and protect your entity’s corporate identity, and much more.

Domestication is our corporate law firm’s preferred method to use when we are hired to relocate a client’s C or S corporation to Florida from another state. Essentially, it’s a legal process that a corporation can use to relocate to a new state by officially changing its state of formation.

This transition is also commonly known as a “conversion” or “transfer” when the company is moved to a new state. These terms can often be used interchangeably.

When it’s an available option, domestication can be a great way to relocate a business to a new state. There are many reasons for this, such as the fact that the process won’t change anything about the business’s corporate identity besides its formation state. There won’t be any interruptions to its continuity, either, which is essential to preserving important contracts, relationships, and licenses. Rights, assets, privileges, and liabilities will similarly transfer over during the company’s domestication.

Like all other Florida entities, your domesticated C or S corporation will be governed by the Florida Business Corporation Act (FBCA). However, there are some conditions that could cause the Oregon Business Corporation Act to continue applying to your business even after its domestication. For example, this will be the case if your corporation has a foreign qualification or nexus (taxable connection) in Oregon after relocating to our state. This is a potential issue that you should bring up with our corporate attorney during your initial consultation together.

Oregon corporations are allowed to use the domestication process to change their state of formation under Section 60.472 of the Oregon Revised Statutes. Oregon LLCs, on the other hand, can use statutory conversion in order to become Florida LLCs.

The only way that your business can be dissolved when you domesticate an Oregon corporation C or S corporation to Florida is if mistakes are made during the transfer. However, moving forward with this process without an attorney’s help can greatly increase the chances that such mistakes will occur. Filing for dissolution isn’t a necessary part of domesticating a business to Florida, either, despite what some other incorrect sources might state online. Dissolution should only be initiated when it’s time to close the company once and for all.

This is ultimately decided by the Internal Revenue Service (IRS) based on the unique circumstances of your C or S corporation’s domestication. Among the most important factors that they consider relate to continuity and corporate identity. In other words, there must be no interruptions to the company’s continuity during the domestication process, and nothing except for the corporation’s domicile should be changed in relation to its identity.

Every corporate domestication is as unique as the company that it concerns, and as such, will have its own specific requirements that must be accounted for. Our history with managing corporate relocations to Florida has given us the knowledge necessary to navigate these requirements while keeping you and your company safe at every step of the journey. Below, you’ll find a general overview of our process. Please note that these are not instructions on how to convert your entity. For guidance with your company’s domestication to Florida, schedule your initial consultation with our corporate lawyer now.

Domesticating a corporation to Florida with our firm starts with an initial consultation. At this time, the client meets with our corporate attorney to review their business and discuss their goals for their company’s relocation. The information gathered at this stage is then used to create a personalized plan for successfully transferring the C or S corporation to Florida without delays, legal problems, or other undesirable incidents.

Hiring our corporate law firm to domesticate an Oregon corporation to Florida allows you and your company to benefit from the following services:

• Drafting all documents required to domesticate an Oregon corporation to Florida, including the Plan of Domestication;
• Ensuring compliance with the laws, regulations, and other legal requirements present in both Oregon and Florida;
• Handling all filings and correspondence with Oregon and Florida state agencies;
• Updating the C or S corporation’s bylaws and other corporate documents to reflect its domestication to Florida; and
• A final consultation at the end of the project where our corporate lawyer will answer any questions you have left about your company’s relocation.

We can domesticate an Oregon C or S corporation to Florida as quickly as the project can possibly be accomplished thanks to our legal team’s great amount of experience with these transitions. We’ve used what we’ve learned over the years to build a refined process that’s as safe as it is efficient. In most cases, we can relocate a business to Florida in about two or three months, but additional time may be required depending on the size of the corporation and its assets.

State agencies in both Oregon and Florida will each need several weeks at a minimum to process your company’s domestication. Sometimes, they will need even more time than that if they’re facing delays of their own. This means that even small mistakes with your paperwork can lead to significant setbacks for your company’s move. An attorney’s help is the best way to prevent this when you domesticate an Oregon corporation to Florida.

Like most other aspects of this process, each state gets to set its own filing fee for domesticating an entity to another state. Florida charges $128.75 and Oregon charges $275.00, so it’s going to come to a total of $403.75 just to have your company’s paperwork processed. This total can be multiplied further if you need to file anything a second time to correct any mistakes or if those mistakes lead to legal or regulatory trouble for your business.

We provide flat fees to our corporate domestication clients, which helps them stick to their budgets and minimize costs. Our fees are based on the specific demands of that client’s project. Schedule your initial consultation with our corporate lawyer now to review your business and get a quote for its domestication.

There are almost countless ways that a C or S corporation and its owners could be negatively impacted by an incorrectly managed domestication. Our firm’s wealth of experience when it comes to these transitions, however, means that we’re well equipped with the knowledge, expertise, and attention-to-detail that’s required to successfully domesticate an Oregon corporation to Florida.

Unless you have an attorney’s help with your domestication, potential risks that you and your company could be exposed to include:

• Noncompliance with state laws
• Revocation of the Oregon C or S corporation’s operating authority
• Damaged credit standing
• Damaged relationships with clients and vendors
• Disrupted contracts
• Loss of continuity
• Piercing the corporate veil
• Loss of liability protections
• Tax implications and increased tax liabilities
• Legal disputes
• Dissolution or liquidation
• Missed opportunities
• Expensive fines
• Painful delays
• Taxes on Appreciated Assets – The gained value of your company’s appreciated assets could pass on to its shareholders if you make a mistake when domesticating it to Florida. In other words, if something that was valued at $500,000 when the business was incorporated is now valued at $5,000,000, then you and your fellow business owners could be responsible for that increase.
• Title of Asset Problems – Without us around to make sure that everything is done correctly, then your company’s asset titles might not automatically transfer over to your Florida entity. If that happens, it can be difficult or even impossible to prove that your C or S corporation owns those assets. In addition to other problems, this can be a major roadblock if you ever try to sell your business.

As you move forward with your plans to domesticate an Oregon corporation to Florida, keep in mind that the preceding list is not comprehensive. There are still more potential dangers that await if you attempt this procedure without an attorney’s oversight.

FL Patel Law PLLC has helped bring over 140 companies to Florida with their corporate identities intact. A track record of this caliber means that we know how to domesticate an Oregon corporation to Florida securely, efficiently, and with everyone’s interests protected at every stage of the project.

Our corporate law firm’s extensive background with handling domestications and conversions to the State of Florida mean that you can trust us to perform the necessary due diligence to protect your company during its transition. Without the benefits that come with our high level of experience, your company’s future could be placed in jeopardy when you attempt to domesticate an Oregon corporation to Florida.

1. Unless your domesticated Oregon corporation still has a nexus in its original formation state, there won’t be any need to file paperwork with the State of Oregon ever again.

2. Moving your entity to Florida gives you the opportunity to collaborate with Florida professional accountants, attorneys, and other service providers.

3. Unlike some other methods for relocating a company from one state to another, domestication won’t interrupt your company’s continuity or its ability to do business during its move.

4. The Oregon entity’s incorporation documents will be immediately replaced by Florida Articles of Incorporation drafted and filed by our legal team on your behalf. This helps the domesticated Florida C or S corporation keep the same corporate powers, rights, benefits, exemptions, privileges, and principles that it had in its previous jurisdiction.

5. Domesticating a corporation to Florida won’t change the value of the company’s stock or the number of shares held by each shareholder. Property rights, such as real estate, will also transfer over to the domesticated Florida entity. This is also true for any liabilities or lawsuits faced by the corporation. The Florida corporation’s name may be substituted in place of the Oregon entity’s name for any pending legal procedures or actions.

6. The business’s owners don’t need to live in Florida to domesticate an Oregon corporation to the Sunshine State.

7. After you domesticate an Oregon corporation to Florida, your business won’t need to keep its taxable connection (nexus) in its original formation state. As a result, you could pay less on taxes issued at the state level. However, it’s important to talk to your tax professional about the potential tax changes that can result from relocating a business, as the specifics will vary depending on your unique situation.

8. You won’t need to get a new EIN for your company when you hire our firm to domesticate an Oregon corporation to Florida. Protecting its continuity at each step of the process means that the domesticated Florida entity will still be considered to be the same business that existed back in Oregon, just with a new domicile.

9. Yet another convenience provided by the domestication process is that it allows the relocating company to keep using the same bank accounts, the same taxpayer ID, the same operations, and the same contracts after making its move. However, this might not be the case without careful planning, research, and legal guidance.

A transition as significant as domesticating a company to a new state is likely to come with some changes to how you and your business are taxed at the state level. For this, you’ll want to enlist the help of your chosen tax professional, as our legal team will only be able to give general guidance in relation to these matters. Some possible things to talk to them about before you try to domesticate an Oregon corporation to Florida could include:

• State Income Tax: Unlike Florida, Oregon has a state income tax that must be paid in addition to the one already issued at the federal level. This is just one of the ways that you can save money after you domesticate an Oregon corporation to Florida.

• Franchise Tax: Another tax issued by the State of Oregon but not by the State of Florida is franchise tax. The C or S corporation will need to close its account with the Oregon Department of Revenue and file final returns if necessary.

• Nexus: A nexus, or a business’s taxable connection to a specific state, is generally created when that business has a physical presence, employees, or engages in substantial activities in that state. A business must follow the tax laws of each and every state where it has this type of connection. This means that your corporation could still have to follow Oregon tax laws after its domestication under certain circumstances.

After we successfully domesticate an Oregon corporation to Florida, Attorney Patel hosts a final consultation that addresses any potential concerns or questions that the client might still have. This, in addition to the post-domestication checklist that we provide, is foundational towards helping our clients adjust to their new responsibilities as Florida C or S corporation owners.

As both an entrepreneur and a lawyer himself, Attorney Patel’s insight and knowledge can be an especially powerful resource to draw upon when you domesticate an Oregon corporation to Florida. That support doesn’t have to stop once the project is complete, either, as our corporate law firm offers many services needed by Florida business owners.

As you can see, there are many ways for things to go wrong if you try to domesticate an Oregon corporation to Florida without the assistance of a reliable corporate lawyer with experience handling these types of transitions. Hiring us for your relocation means that you can move forward with confidence, security, and more time to focus on what matters most: actually running your business. Schedule now to get started.

Are you ready to move your Oregon C or S corporation down the coast to sunny and beautiful Florida? Don’t risk breaking your business’s stride — get assistance from an experienced corporate domestication attorney by calling (727) 279-5037 or by reserving a time through our online calendar.

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